InVivo Therapeutics Announces $9 Million Registered Direct and Private Placement Offerings, Priced At-the-Market Under Nasdaq Rules
07 Outubro 2022 - 9:00AM
Business Wire
InVivo Therapeutics Holdings Corp. (Nasdaq: NVIV), a research
and clinical-stage biomaterials and biotechnology company with a
focus on the treatment of spinal cord injuries, today announced
that it has entered into a definitive agreement with a single
healthcare-focused institutional investor for the sale and issuance
of 523,810 shares of the Company’s common stock (or pre-funded
warrants in lieu thereof), in a registered direct offering priced
at-the-market under Nasdaq rules. Concurrently with the registered
direct offering, the Company entered into a definitive agreement
with the investor in the registered direct offering for the sale
and issuance of 1,190,476 shares of common stock (or pre-funded
warrants in lieu thereof) in a private placement priced
at-the-market under Nasdaq rules. In addition, the Company has
agreed to issue to the investor in the offerings unregistered
preferred investment options to purchase up to an aggregate of
1,714,286 shares of the Company’s common stock. The preferred
investment options have an exercise price of $5.05 per share, will
be immediately exercisable upon issuance, and will expire five and
one-half (5.5) years from the date of issuance. The combined
purchase price for one share of common stock (or pre-funded warrant
in lieu thereof) and the associated preferred investment option is
$5.25.
H.C. Wainwright & Co. is acting as the exclusive placement
agent for the offerings.
The gross proceeds to the company from the offerings are
expected to be approximately $9.0 million, before deducting
placement agent fees and other offering expenses payable by the
company. The company intends to use the net proceeds from the
offerings primarily for working capital and general corporate
purposes, which may include activities in furtherance of potential
commercialization of its investigational Neuro-Spinal Scaffold
device, such as regulatory submissions and manufacturing matters,
as well as for business development purposes. The closing of the
offerings is expected to occur on or about October 11, 2022,
subject to the satisfaction of customary closing conditions.
The shares of common stock, pre-funded warrants and shares of
common stock underlying the pre-funded warrants offered by the
Company in the registered direct offering (but excluding the
securities to be issued in the private placement and the preferred
investment options and the shares of common stock underlying the
preferred investment options) are being offered pursuant to a
"shelf" registration statement on Form S-3 (File No. 333-234353)
initially filed with the Securities and Exchange Commission (the
"SEC") on October 28, 2019, and declared effective by the SEC on
November 14, 2019. The offering of the common stock and pre-funded
warrants in the registered direct offering is made only by means of
a prospectus, including a prospectus supplement, forming a part of
the effective registration statement. A final prospectus supplement
and accompanying prospectus relating to the securities being
offered will be filed with the SEC. Electronic copies of the final
prospectus supplement and accompanying prospectus may be obtained,
when available, on the SEC's website at http://www.sec.gov. and may
also be obtained by contacting H.C. Wainwright & Co., LLC at
430 Park Avenue, 3rd Floor, New York, New York 10022, by phone at
(212) 856-5711 or e-mail at placements@hcwco.com.
The securities offered pursuant to the private placement, as
well as the preferred investment options offered to the investor in
the registered directed offering and the shares of common stock
issuable thereunder, are being offered in a transaction not
involving a public offering and have not been registered under the
Securities Act of 1933, as amended (the “Securities Act”), or
applicable state securities laws. Accordingly, those securities may
not be reoffered or resold in the United States except pursuant to
an effective registration statement or an applicable exemption from
the registration requirements of the Securities Act and such
applicable state securities laws.
Under a registration rights agreement with the investor, the
Company has agreed to file a registration statement with the SEC
covering the resale of the securities to be issued in the private
placement and the shares of common stock underlying the preferred
investment options to be issued in both offerings.
The company also has agreed that certain existing warrants to
purchase up to an aggregate of 80,139 shares of common stock of the
company that were previously issued to the investor, with an
exercise price per share ranging from $20.00 to $68.75 and
expiration dates ranging from March 10, 2025 to October 26, 2025,
will be amended effective upon the closing of the offerings so that
the amended warrants will have a reduced exercise price of $5.05
per share and will expire five and one-half years following the
closing of the offerings.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any state or other jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of
any such state or other jurisdiction.
About InVivo Therapeutics
InVivo Therapeutics Holdings Corp. is a research and
clinical-stage biomaterials and biotechnology company with a focus
on treatment of spinal cord injuries. The company was founded in
2005 with proprietary technology co-invented by Robert Langer,
Sc.D., Professor at Massachusetts Institute of Technology, and
Joseph P. Vacanti, M.D., who then was at Boston Children’s Hospital
and who now is affiliated with Massachusetts General Hospital. The
publicly traded company is headquartered in Cambridge, MA. For more
details, visit www.invivotherapeutics.com.
Safe Harbor Statement
Any statements contained in this press release that do not
describe historical facts may constitute forward-looking statements
within the meaning of the federal securities laws. These statements
can be identified by words such as “believe,” “anticipate,”
“intend,” “estimate,” “will,” “may,” “should,” “expect” and similar
expressions, and include statements regarding the satisfaction of
the customary conditions to the closing of the registered direct
offering and the private placement, the consummation of the
offerings and the intended use of proceeds therefrom, the company’s
expectation regarding the timing for the announcement of topline
data and ability to serve the spinal cord injury patient
population. Any forward-looking statements contained herein are
based on current expectations and are subject to a number of risks
and uncertainties. Factors that could cause actual future results
to differ materially from current expectations include, but are not
limited to, risks and uncertainties relating to: market and other
conditions, the company’s ability to obtain additional funding to
support the ongoing clinical and potential commercialization
program for the investigational Neuro-Spinal Scaffold™, the varied
interpretation of clinical data, the timing, cost and expense of
regulatory filings, the potential for regulatory authorities
granting or delaying approval for our Neuro-Spinal Scaffold, and
other risks associated with the company’s business, research,
product development, regulatory approval, marketing and
distribution plans and strategies identified and described in more
detail in the company’s Quarterly Report on Form 10-Q for the
quarter ended June 30, 2022, and in other filings that the company
may make with the Securities and Exchange Commission in the future.
The company does not undertake to update these forward-looking
statements, except as required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20221007005151/en/
Investors: Bret Shapiro, Managing Partner CORE IR
brets@coreir.com (516) 222-2560
Media: Tom Donovan Ten Bridge Communications
tom@tenbridgecommunications.com (857) 559-3397
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